Ann: Strategic Acquisition of Advanced Ni-Cu Sulphide Projects, page-6

Good terms for the Midrim and La Force projects particularly in my opinion.

Key Commercial Terms:

Under a conditional share sale and purchase agreement between TopTung and CNC's shareholders

(“TTW-CNC Agreement”) TopTung has agreed to purchase CNC byissuing 15,750,000 fully paid

ordinary shares in the capital of TopTung (“TTW Shares”) to CNC shareholders (all of whom are

unrelated parties). Under a conditional claim agreement between Meteoric, CNC and TopTung

(“CNC-Meteoric Agreement”) TopTung has agreed to issue a further 31,250,000 TTW Shares to

Meteoric for the acquisition of Meteoric’s Midrim and LaForce projects.

·        CNC also has an option (“Globex Option”) to acquire the Lac Kelly Project from Globex by making the

following cash payments and share issues to Globex, and spending C$2 million on exploration and

development of the Lac Kelly Project:

·        Paying Globex C$50,000 and issuing C$50,000 of TTW Shares at an issue price equal to TTW’s

5 traded day VWAP;

·        Paying Globex C$75,000 and issuing C$60,000 of TTW Shares (at an issue price equal to the 5

traded Day VWAP) by no later than 25 September 2019;

·        Paying Globex C$100,000 and issuing C$100,000 of TTW Shares (at an issue price equal to the

5 traded Day VWAP) by no later than 25 September 2020; and,

·        Paying Globex C$250,000 and issuing C$250,000 of TTW Shares (at an issue price equal to the

5 traded Day VWAP) by no later than 25 September 2021.

·        CNC will also pay Globex a 2% gross metal royalty on all revenue received from the sale of metal

from the Lac Kelly project.